Rule Changes and Minutes

If an HOA Board (in Texas) adopts new rules at an open meeting, and registers the rule change with the county, but there are no meeting minutes (and the Board comes straight out and says “we lost / don’t have the minutes”), are the new rules still valid?

Has anyone out there ever sued in Texas Justice Court (or elsewhere) about failure to record and store open meeting minutes?

Bill

We have documented my HOA board having secret meetings so I would also love to hear the answer to this question: "Has anyone out there ever sued in Texas Justice Court (or elsewhere) about failure to record and store open meeting minutes?"

(I am trying to figure out how to search Texas case law, haven't figured it out yet)

Thanks! As usual, I’m just curious. however the rules in question were adopted a bit more than a year ago, and they include a “code of conduct” and a Fine Schedule required by state law before an HOA may impose fines.

I guess I was considering the scenario that the HOA fines someone, and that person objects that the fine is unlawful because we have no minutes to show that we properly adopted a Fine Schedule. Previously, we went for over a year without a Fine Schedule (and levied no fines during that time). I guess I can see a judge siding with the HOA, assuming that the Board member who signed off on the rules was unlikely to have simply gone off and committed outright fraud over the matter.

On the other hand - isn’t that how fraud happens sometimes? Without minutes to back the action, someone with large cahones could alter the Rules and (I guess CCRs and ByLaws?) with a simple “really, we did it, your honor, I know we don’t have minutes or recordings and only 4 people attended the meeting and no-one remembers it happening. But I swear it did!” I don’t know how judges ponder sort of question, and I don’t know how they would decide. I know that we seem to have lost several sets of minutes in the past couple of years.

Actually, there's a new statute in texas that went into effect in 2025. The board can retroactively ratify a previous act in a new meeting .

Ratification of Defective Acts (2025 Amendments): Recent updates to the Texas Business Organizations Code (TBOC) clarify that for-profit and non-profit corporations can retroactively ratify transactions that were ineffective due to a failure to file a required instrument with the Texas Secretary of State.
"Mulligan" Law for Entities: Texas law allows governing bodies to "take a mulligan" (a do-over) to fix corporate mistakes and ratify defective acts with retroactive effect, provided they follow the procedures in Chapter 21, Subchapter R of the TBOC.
Approval of Documents in "Substantially Final Form": Under 2025 updates, a board may approve a plan or document in "substantially final form" and later ratify the final form, with that ratification applying retroactively to the date of the original approval.
HOA Board Actions: In the context of HOAs, while board decisions should be made correctly the first time, new Texas laws enable boards to fix procedural defects in past decisions. However, this does not allow boards to arbitrarily change rules retroactively if it unfairly impacts homeowners who relied on the old

What you cited applies solely to for-profit corporations.

HOAs and COAs are under BO 22 (not BO 21).

Anyone can read BO 21 and quickly see that it applies strictly and expressly to for-profit corporations.

Excellent question, Bill. Texas Property Code § 209.003 is crystal clear: "The board shall keep a record of each regular or special board meeting in the form of written minutes of the meeting." This requirement is non-negotiable for HOAs.

Here's the practical issue: without minutes, you have no contemporaneous evidence of what was actually voted on, what quorum was present, or what the board's rationale was. A court could absolutely find the rules invalid if challenged—an owner sued over a fine would have strong grounds arguing the board violated statutory requirements.

The good news? Texas law gives boards a remedy. Under § 209.0061 (added in 2019), boards can retroactively ratify defective corporate acts. If you're missing minutes from a meeting where rules were adopted, you can:

1. **Call a meeting** and vote to ratify the previous rule adoption
2. **Document the ratification** in current meeting minutes with the specific date and nature of the original action
3. **Keep those minutes** (multiple copies, backed up digitally)

This protects the rules going forward. However, it doesn't erase the statutory violation that already occurred—but it makes the rules defensible if challenged on enforcement.

Bottom line: **Going forward**, establish a backup system for minutes (secretary + board president copies + digital backup). For the rules already adopted without minutes, schedule a ratification vote as soon as your bylaws allow. Don't let this fester—if an owner challenges a fine based on missing minutes, you'll be defending in court instead of having a clear paper trail.

The Texas Apartment Association and your state HOA legislative resources have templates for ratification resolutions that meet § 209.0061 requirements.

The citation to 209.003 above is also incorrect.

AI citations should always be double checked.